REG - Supply@ME Capital - Results of AGM and Directorate Change

Supply@Me CapitalAnnouncement

05/12/2025 11:15

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20251205:nRSE4702Ka&default-theme=true

RNS Number : 4702K  Supply@ME Capital PLC  05 December 2025

5 December 2025

Supply@ME Capital plc

(the "Company" or "SYME" and, together with its subsidiaries, the "Group")

Result of Annual General Meeting ("AGM") and Directorate Change

 

SYME, the fintech business which provides an innovating platform ("Platform")
for use by manufacturing and trading companies to access Inventory
Monetisation© ("IM") solutions enabling their businesses to generate
cashflow, announces that at the AGM held on 4 December 2025 all of the
resolutions, with the exception of resolutions 2, 5, 8 and 9, set out in the
notice of AGM, dated 5 November 2025, were duly passed on a poll with the
results as stated below.

 Resolution                                                                      Type      In Favour      %      Against        %      Total          Withheld*
 1.     To receive the Annual Report and Accounts for the financial year         Ordinary  3,320,536,563  90.14  363,113,104    9.86   3,683,649,667  507,121,419
 ended 31 December 2024 (the "2024 Annual Report and Accounts"), together with
 the Directors' Report, Strategic Report and Auditors' Report on those
 accounts.
 2.     To approve the Directors' Remuneration Report for the financial          Ordinary  1,605,461,518  41.83  2,232,429,784  58.17  3,837,891,302  352,879,784
 year ended 31 December 2024 ("Remuneration Report").
 3.     To appoint Bright Grahame Murray as auditors of the Company              Ordinary  3,317,604,803  90.16  361,944,591    9.84   3,679,549,394  511,221,692
 ("Auditors").
 4.     To authorise the Directors to determine the amount of the Auditors'      Ordinary  2,807,378,043  76.53  860,982,852    23.47  3,668,360,895  522,410,191
 remuneration.
 5.     To re-appoint Mr. Alessandro Zamboni as an Executive Director of         Ordinary  1,630,723,962  45.42  1,959,522,198  54.58  3,590,246,160  600,524,926
 the Company.
 6.     To re-appoint Mr. David Bull as a Non-Executive Director of the          Ordinary  2,374,439,768  66.22  1,211,200,869  33.78  3,585,640,637  605,130,449
 Company.
 7.     To authorise the Directors to: (i) allot shares or to grant rights       Ordinary  2,036,832,148  55.48  1,634,776,132  44.52  3,671,608,280  519,162,806
 to subscribe for or to convert any security into shares in relation to any

 warrants; and (ii) provide a further general authority. In total the
 authorities would permit the Directors to allot and issue ordinary share
 capital in the Company or to grant rights to subscribe for or to convert any
 security into shares up to an aggregate amount of 10% of the total number of
 issued ordinary shares in the Company as set out in the notice of the meeting
 rather than the Chairman's letter.
 8.     To authorise the Directors to disapply pre-emption rights in             Special   1,228,020,336  33.44  2,444,335,546  66.56  3,672,355,882  518,415,204
 respect of the authorities granted pursuant to Resolution 7.

 9.     To authorise the Company to call (other than an annual general           Special   2,515,881,534  68.41  1,161,879,409  31.59  3,677,760,943  513,010,143
 meeting) on not less than 14 clear days' notice.

*A vote withhold is not a vote in law and is not counted for the purposes of
the calculation of the proportion of votes 'For' and 'Against' a resolution.

The results will also shortly be also available on the Company's website by
following the link below:
https://www.supplymecapital.com/shareholder-meetings/
(https://www.supplymecapital.com/shareholder-meetings/)

The Company notes that Resolution 2 was not passed, however this vote was
advisory in nature only.

The Company notes that Resolutions 8 and 9 were not passed and will ensure
that actions are not taken that contradict the subject of these specific
resolutions.

As Resolution 5 was not passed Mr. Alessandro Zamboni was not re-elected as an
Executive Director of the Company. However, following the AGM, a board meeting
was held where it was resolved by the Independent Non-Executive Directors (the
"INEDs") that Mr. Alessandro Zamboni should be re-appointed to the Board of
Directors of the Company (the "Board") as an Executive Director with immediate
effect. The Board also resolved that will ask the shareholders to again vote
on re-appointing Mr. Alessandro Zamboni as an Executive Director at the next
Annual General Meeting of the Company.

In assessing the decision to re-appoint Mr. Alessandro Zamboni, the
Independent Non-Executive Directors of the Company considered that the
permanent removal of Mr. Alessandro Zamboni as an Executive Director of the
Company would have a detrimental impact on the Company's business and
therefore would not be in the best interests of the shareholders and other
stakeholders as a whole due to the following factors:

a)    Mr. Alessandro Zamboni is the founder of the Group and the business
relationships and contacts that he has have been important in finalising the
IM transactions that have been facilitated to date using the Group's IM
Platform. Without these business relationships, it will be difficult for the
business to continue to execute its business plan in the short to medium term;

 

b)    Prior to the AGM, Mr. Alessandro Zamboni was the only Executive
Director on the Board. As a consequence of Resolution 5 not being passed, the
Board consisted only of the INEDs. The INEDs did not consider this to be an
appropriate governance for a listed entity which, following best practice,
should contain a mixture of executive and non-executive directors;

 

c)     Mr. Alessandro Zamboni's current service agreement does not permit
him to carry on his role as the CEO of the Group without also being an
Executive Director on the Board;

 

d)    Mr. Alessandro Zamboni remains the sole director of the Group's
wholly owned Italian subsidiaries and as such the INEDs believe it is
important that he is also an Executive Director of the Company; and

 

e)     As set out in the Company's announcement dated 19 March 2025, in
connection with the on-demand convertible funding facility agreed with Nuburu
Inc. on 18 March 2025, the Company also entered into a heads of terms
agreement with Nuburu Inc. which was legally binding in respect of a number of
matters, including the requirement that Mr. Alessandro Zamboni will remain as
Chief Executive Officer of the Company until the date falling six months
following the full repayment of the US$5.15 million on-demand convertible
funding facility agreed with Nuburu Inc.

 

The following information is disclosed in respect of Mr. Alessandro Zamboni
pursuant to the Financial Conduct Authority's Listing Rules:

Alessandro Zamboni, aged 47, holds or has held the following additional
directorships or partnerships in the past five years:

 Current Directorships               Previous Directorships/Partnerships (past 5 years)
 AZ Company S.r.l                    Future of Fintech S.r.l.

 AvantGarde 4.0 S.r.l                Future of Fintech S.r.l. (2)

 Orchestra Group (rete di imprese)   Supply@ME Stock Company 1 S.r.l.

 The AvantGarde Group S.p.A          Supply@ME Stock Company 2 S.r.l.

 1AF2 Limited

 RegTech Open Project Plc

 RegTech Open Project S.p.A.

 Darwinsurance S.r.l

 Supply@ME S.r.l

 Supply@ME Technologies S.r.l

 Nuburu Inc.

 Nuburu Defense LLC

 Orbit S.r.l.

 Vanguard Holdings S.r.l.

 

·      AZ Company S.r.l, AvantGarde 4.0 S.r.l, Orchestra Group (rete di
imprese), Darwinsurance S.r.l, 1AF2 Limited, RegTech Open Project Plc, RegTech
Open Project S.p.A. and The AvantGarde Group S.p.A are currently in the
process of being liquidated.

·    The AvantGarde Group S.p.A. holds a total of 16,194,038,529 ordinary
shares of the Company. Alessandro Zamboni is currently the ultimate
beneficiary owner of The AvantGarde Gorup S.p.A..

Contact information

Albert Ganyushin, Chairman, Supply@ME Capital
plc, investors@supplymecapital.com (about%3Ablank)

Notes

SYME and its operating subsidiaries provide its Platform for use by
manufacturing and trading companies to access inventory trade solutions
enabling their businesses to generate cashflow, via a non-credit approach and
without incurring debt. This is achieved by their existing eligible inventory
being added to the Platform and then monetised via purchase by third party
Inventory Funders. The inventory to be monetised can include warehouse goods
waiting to be sold to end-customers or goods/commodities that are part of a
typical import/export transaction.

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCFLFILFVLEIIE



            Copyright 2019 Regulatory News Service, all rights reserved